PUBLIC OFFER

for the Use of the Computer Program Saas solution "USA Auctions"

Please read the Agreement before you start using it. The fact of use will mean that you have accepted this Agreement without reservation.

LIMITED LIABILITY COMPANY «LIONWOOD SOFTWARE SERVICES», with the Enterprise Code (local id) 44867226, represented by its Director, Volodymyr Kaminovskyy, acting under the Charter, hereinafter referred to as "Licensor" on the one hand, and any individual or legal entity, hereinafter referred to as the "Licensee" on the other hand, collectively referred to as "Parties" and individually as "Party," guided by Article 633 of the Civil Code of Ukraine, the Parties have entered into this license agreement (Public Offer) for the use of computer program Saas solution, hereinafter referred to as the "Agreement," as follows:

1. SUBJECT OF THE AGREEMENT

1.1. Under this Agreement, the Licensor grants the Licensee permission to use the intellectual property object defined in clause 1.2. of the Agreement - the License for the terms specified in this Agreement.

1.2. The subject of the intellectual property right transferred under this Agreement is the computer program SaaS solution "USA Auctions", hereinafter referred to as the Computer Program.

1.3. The License granted under this Agreement is non-exclusive.

2. ACCEPTANCE OF THE AGREEMENT

2.1. The Licensee, by registering for the purpose of entering the Computer Program, accepts this Agreement, unreservedly and unconditionally agrees to the terms stipulated by this Agreement and the obligations imposed on the Licensee under this Agreement and undertakes to comply with them.

2.2. This Agreement is a Public Offer within the meaning of Art. 633 of the Civil Code of Ukraine and shall be deemed concluded without its further signing from the moment the Licensee registers in the computer program or performs other actions stipulated by the agreement, indicating the consent to comply with the terms of the Agreement, without the Parties signing a written copy.

3. PAYMENT FOR THE USE OF THE COMPUTER PROGRAM

3.1. The fee for the use of the Computer Program shall be 15 (fifteen) US dollars for each purchased сar, information about which is recorded in the Computer Program as a result of the use of its functionality by the Licensee.

3.1.1. In the event that the number of purchased cars through the use of the Computer Program during a single calendar month reaches 100 (one hundred) units, the fee for each subsequent car, starting from the 101st, shall be 10 (ten) US dollars.

3.2. The number of purchased cars shall be determined solely on the basis of data recorded in the Computer Program. The Licensor shall have the right to provide the Licensee with a corresponding report on a monthly basis.

3.3. The count of purchased cars shall reset to zero at the beginning of each calendar month.

3.4. The amount of remuneration for the use of the Computer Program shall be calculated by multiplying the number of purchased cars by the applicable fee of using the Computer Program specified in clauses 3.1 and 3.1.1.

3.5. Payment shall be made by the Licensee based on an invoice issued by the Licensor. The Licensor shall issue the invoice to the Licensee twice per month (once every two weeks) by sending it to the Licensee’s email. The Licensee undertakes to pay the invoice within 3 (three) business days from the date of receipt of the invoice. The date of receipt of the invoice by the Licensee is the date of its sending by the Licensor.

3.6. Payments under this Agreement shall be made via bank transfer, with the Licensee transferring the fee for the use of the Computer Program to the Licensor's bank account specified in the invoice.

3.7. The fee for the use of the Computer program is the Licensor's remuneration for granting the rights to use the program in accordance with the terms of this Agreement.

3.8. In the event of delay in payment, the Licensor shall have the right to temporarily suspend the Licensee’s access to the Computer program until full payment is made.

4. SCOPE OF RIGHTS TO USE THE COMPUTER PROGRAM

BY THE LICENSEE AND THE TERRITORY OF DISTRIBUTION

4.1. The license granted under this Agreement provides the Licensee with the exclusive right to:

• Install the Computer Program.

• Use the Computer Program.

• Register in the Computer Program and enable registration for other users.

• Launch, display, utilize, and grant access to the Computer Program. Interact with the Computer Program in other ways.

4.2. Under this Agreement, the Licensee and any affiliated parties are prohibited from selling, transferring, or otherwise disposing of, modifying, decompiling, reverse-engineering, disassembling the Computer Program.

4.3. The rights granted to the Licensee under this Agreement are applicable to the territory of the whole world.

5. ISSUANCE OF SUB-LICENSES BY THE LICENSEE

5.1. The Licensee is prohibited from issuing sub-licenses for the use of the Computer Program.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. The Licensee has the right to:

6.1.1. Use the Computer Program during the term specified in the Agreement and in the manner defined by the Agreement.

6.1.2. In case the Computer Program does not meet the characteristics stipulated in the Agreement, demand from the Licensor to bring the Computer Program in compliance with the specified characteristics.

6.1.3. Demand from the Licensor the provision of Instructions for using the Computer Program (including in electronic form) necessary to ensure the Licensee and/or End Users can fully utilize the Computer Program within the scope allowed by the Agreement.

6.2. The Licensee is obliged to:

6.2.1. To pay the Licensor a fee for the use of the Computer Program in the manner and amounts specified in the Agreement.

6.2.2. Notify the Licensor of all known cases of infringement of intellectual property rights to the Computer Program by third parties.

6.2.3. Not make changes and/or improvements to the Computer Program independently without the agreement of the Licensor.

6.2.9. Respect and protect the lawful rights of the Licensor related to the performance of the Agreement.

6.3. The Licensee is prohibited from:

6.3.1. copy, reverse engineer, decompile, modify a Computer Program.

6.3.2. to penetrate a Computer Program in order to obtain program codes or otherwise examine the program code and/or modify it.

6.3.3. modify a Computer Program, perform “hacking”/“bypassing”, including for the purpose of obtaining unauthorized access to it.

6.3.4. create programs derived from a Computer Program.

6.3.5. sell or otherwise transfer to third parties any rights to the Сomputer Program granted to the Licensee.

6.4. The Licensor has the right to:

6.4.1. In case of discovering violations of intellectual property rights by the Licensee, demand an immediate cessation of such violations, and if such violations are not rectified, restrict access to Computer Program.

6.3.2. Offer the Licensee new versions of the Computer Program. The transfer of a new version of the Computer Program (upgrading the Computer Program) does not entail an increase in the cost of remuneration for granting the Licensee the non-exclusive right (license) to use the Computer Program.

6.3.3. Demand from the Licensee the rectification of any violations discovered during the performance of the Agreement.

6.3.4. Amend and/or supplement this Agreement without special notice to the Licensee. Changes / additions shall take effect from the moment they are posted on the site, unless otherwise specified by the Licensor;

6.3.4. Exercise other rights provided by the current legislation of Ukraine.

6.4. The Licensor is obliged to:

6.4.1. Provide access to the Сomputer Program after the Licensee acceptance of this Agreement

6.4.2. Independently or with the involvement of third parties on a contractual basis, provide consultation regarding registration in the Computer Program.

7. LIABILITY OF THE PARTIES

7.1. The Licensee undertakes to use the granted License within the scope of rights defined in Section 4 of this Agreement.

7.2. For non-performance or improper performance of their obligations under the Agreement, the Parties shall bear responsibility in accordance with the Agreement and the current legislation of Ukraine.

7.3. In the event of a breach of the terms of the Agreement by the Licensee, resulting in a violation of the intellectual property rights of the Licensor, the Licensee shall compensate for the damages incurred by the Licensor in full, provided they are duly documented.

7.4. The Licensor does not guarantee the complete (100%) tracking of all purchased cars using the Computer Program. The Licensor shall not be liable for any damages or losses arising from inaccurate data or untracked cars.

8. INTELLECTUAL PROPERTY RIGHTS

8.1. The computer program is a copyrighted work, the property rights to which are fully owned by the Licensor and protected by the copyright and intellectual property laws of Ukraine, as well as by the relevant international agreements and conventions.

8.2. Except as provided by this Agreement and applicable law, no result of intellectual activity may be copied (reproduced), processed, distributed, published, transferred, sold or otherwise used in whole or in parts without the prior written permission of the Licensor as the legal owner.

8.3. The Licensor reserves the right at any time to remove from the Computer Program any results of intellectual activity contained therein without notifying the Licensee.

9. DISPUTE RESOLUTION

9.1. All disputes arising from or related to this Agreement shall be resolved through negotiations between the Parties.

9.2. Any claims of the Licensee arising in connection with this Agreement shall be submitted to the Licensor by e-mail to usauctions@lionwood.software.

9.3. The Licensor does not consider anonymous claims or claims that do not allow the Licensee to be identified on the basis of the data provided by him during registration.

9.4. Any dispute, controversy or claim arising out of the Agreement or in connection with this Agreement, including the conclusion, interpretation, performance, breach, termination or its invalidity, shall be settled by International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules.

9.5. The Parties agree that in the event of any dispute, controversy or claim arising exclusively out of legal issues arising from this Agreement, the substantive law of Ukraine, shall be applied.

9.6. The Parties agree that the number of arbitrators shall be one.

9.7 The Parties agree that the language to be used in the arbitration shall be English.

10. FORCE MAJEURE CIRCUMSTANCES

10.1. The Parties shall not be liable for the breach of obligations under this Agreement in the event such breach is caused by force majeure circumstances (acts of God): exceptional weather conditions, natural disasters, social (public) circumstances, changes in regulatory or legal framework, etc.

10.2. The Party invoking the existence of force majeure circumstances shall be obliged to prove the existence of such circumstances, as well as the cause-and-effect relationship between the force majeure circumstance and the breach of obligation under this Agreement. To establish the existence of force majeure circumstances, the concerned Party may refer to the competent authority.

11. TERM OF VALIDITY AND CHANGE OF TERMS OF THE AGREEMENT

11.1 The Offer comes into force from the moment it is posted on the Internet at the address USA Auctions and is valid until the Licensor withdraws it.

11.2. The Licensor reserves the right to unilaterally make changes to the Agreement and the conditions of the offer, to withdraw the offer at any time at its own discretion. In the event that the Licensor makes changes to the Agreement, such changes shall enter into force from the moment the amended text of the Agreement is posted on the Internet at the address: USA Auctions, unless a different effective date changes are not additionally determined by such placement. In this case, the new version of the Agreement shall enter into force both for all persons who intend to accept the offer, and for Licensee who have already concluded the Agreement (accepted the offer).

11.3. The Agreement enters into force from the moment of acceptance of the offer by the Licensee and is valid for 1 (one) year. If none of the Parties has notified the other of the termination of this Agreement 10 (ten) calendar days before the expiration date of the Agreement, then the Agreement's validity period is considered to be extended for each subsequent year.

11.4. The Agreement can be terminated:

11.4.1. at any time with the consent of the Parties;

11.4.2. at the initiative of one of the Parties in case of violation by the other Party of the terms of the Agreement with written notification of the other Party. In such a case, the Agreement is considered terminated from the moment the Party that violated the terms of the Agreement receives a corresponding written notice from the other Party;

11.4.3. The Licensor has the right to terminate the Agreement unilaterally in case of violation by the Licensee of the terms of the Agreement and/or the Privacy Policy, notifying the Licensee of such termination 5 (five) calendar days before the scheduled date of termination.

11.5. Under this Agreement, the Licensor grants the Licensee access to use the Computer Program for the term of this Agreement.

12. OTHER CONDITIONS

12.1. The Parties have agreed that any documents, information and any information that became known to the Parties in the process of performing the Agreement are confidential and may not be transferred to third parties, except when otherwise provided by the legislation of Ukraine and/or the Agreement, and/or cases of lawful use of such information in accordance with the Agreement.

12.2. The Parties have agreed that reaching an agreement between the Parties on any issues under the Agreement is possible through electronic correspondence between the Parties and/or through the interface and functionality of the Computer Program, except for cases where otherwise determined by the Agreement.

12.3. By concluding the Agreement, the Parties, in accordance with the Law of Ukraine "On Protection of Personal Data", give each other unconditional consent to the collection, storage, processing and use of personal data, which the Parties exchange in the process of concluding and executing the Agreement for the purpose of fulfilling the obligations under the Agreement.

13. DETAILS OF THE LICENSOR

LIMITED LIABILITY COMPANY

«LIONWOOD SOFTWARE SERVICES»

Enterprise Code 44867226

Address: Building 3, Kurylska Street, Lviv,

Lviv Region, 79034, Ukraine

Bank details:

Account number (IBAN):

UA883510050000026009879229465

Bank name: UKRSIBBANK

Beneficiary bank:

UKRSIBBANK

ANDRIIVSKA STREET 2/12, KYIV, UKRAINE

SWIFT code: KHABUA2K

Bank - intermediary:

BNP PARIBAS U.S.A. - New York Branch

New York, USA

SWIFT code: BNPAUS3N

v.kaminovskyy@lionwood.software

Tel: +380630616742